EXHIBIT 4.2


 


EXECUTION
COPY


 


REGISTRATION RIGHTS
AGREEMENT


 


Dated December 17, 2004


 


between


 


AVENTINE RENEWABLE ENERGY
HOLDINGS, INC.


 


THE GUARANTORS NAMED HEREIN


 


and


 


MORGAN STANLEY &
CO. INCORPORATED


 


J.P. MORGAN SECURITIES INC.


 


BANC OF AMERICA SECURITIES
LLC


 


BEAR, STEARNS & CO.
INC.


 

















 


REGISTRATION RIGHTS
AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on December 17,
2004, between AVENTINE RENEWABLE ENERGY HOLDINGS, INC., a Delaware
corporation (the “Company”),
AVENTINE RENEWABLE ENERGY, LLC, a Delaware limited liability company, and
AVENTINE RENEWABLE ENERGY, INC., a Delaware corporation, as guarantors
(the “Guarantors”) and MORGAN
STANLEY & CO. INCORPORATED, J.P. MORGAN SECURITIES INC., BANC OF
AMERICA SECURITIES LLC, and BEAR, STEARNS & CO. INC. (the “Placement Agents”).


 


This Agreement is made
pursuant to the Placement Agreement dated December 10, 2004, between the
Company, the Guarantors and the Placement Agents (the “ Placement Agreement”), which provides for
the sale by the Company to the Placement Agents of an aggregate of $160,000,000
principal amount of the Company’s Senior Secured Floating Rate Notes due 2011
(the “Securities”) to be jointly
and severally guaranteed by the Guarantors. In order to induce the Placement
Agents to enter into the Placement Agreement, the Company and the Guarantors
have agreed to provide to the Placement Agents and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Placement Agreement.


 


In consideration of the
foregoing, the parties hereto agree as follows:


 


1.  Definitions.


 


As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“1933 Act” shall mean the Securities Act of 1933, as amended
from time to time.


 


“1934 Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.


 


“Closing Date” shall mean the Closing Date as defined in the
Placement Agreement.


 


“Company” shall have the meaning set forth in the preamble and
shall also include the Company’s successors.


 


“Exchange Offer” shall have the meaning set forth in Section 2(a) hereof.


 


“Exchange Offer Registration” shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.


 

















 


“Exchange Offer Registration Statement” shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Exchange Securities” shall mean securities issued by the
Company and guaranteed by the Guarantors under the Indenture containing terms
identical to the Securities (except that (i) interest thereon shall accrue
from the last date on which interest was paid on the Securities or, if no such
interest has been paid, from the Closing Date and (ii) the Exchange Securities
will not contain restrictions on transfer) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer.


 


“Guarantors” shall have the meaning set forth in the preamble
and shall include any Guarantor’s successor.


 


“Holder” shall mean the Placement Agents, for so long as they
own any Registrable Securities, and each of their successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture; provided
that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating
Broker-Dealers (as defined in Section 4(a)).


 


“Indenture” shall mean the Indenture relating to the Securities
dated as of December 17, 2004 between the Company, the Guarantors and
Wells Fargo Bank, N.A., as trustee, and as the same may be amended from
time to time in accordance with the terms thereof.


 


“Majority Holders” shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or any Guarantor
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount.


 


“Person” shall mean an individual, partnership, limited
liability company, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.


 


“Placement Agents” shall have the meaning set forth in the
preamble.


 


“Placement Agreement” shall have the meaning set forth in the
preamble.


 


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“Prospectus” shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.


 


“Registrable Securities” shall mean the Securities; provided, however, that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement
with respect to such Securities shall have been declared effective under the
1933 Act and such Securities shall have been disposed of pursuant to such
Registration Statement or (ii) when such Securities shall have ceased to
be outstanding.


 


“Registration Expenses” shall mean any and all expenses
incident to performance of or compliance by the Company and the Guarantors with
this Agreement, including without limitation: (i) all SEC, stock exchange
or National Association of Securities Dealers, Inc. registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any underwriters or Holders in connection with
blue sky qualification of any of the Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and the Guarantors and, in the case of
a Shelf Registration Statement, the reasonable fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Placement Agents)
and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any
special audits or “cold comfort” letters required by or incident to such
performance and compliance, but excluding fees and expenses of counsel to the
underwriters (other than fees and expenses set forth in clause (ii) above)
or the Holders and underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of Registrable Securities by a
Holder.


 


“Registration Statement” shall mean any registration statement
of the Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such Registration Statement, including post-effective



 


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amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Rule 144(k)” shall mean Rule 144(k) under the 1933
Act (or any successor provision promulgated by the SEC).


 


“SEC” shall mean the Securities and Exchange Commission.


 


“Shelf Registration” shall mean a registration effected
pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company and the Guarantors pursuant to the
provisions of Section 2(b) of this Agreement which covers all of the
Registrable Securities (but no other securities unless approved by the Holders
whose Registrable Securities are covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post- effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Trustee” shall mean the trustee with respect to the Securities
under the Indenture.


 


“Underwriter” shall have the meaning set forth in Section 3
hereof.


 


“Underwritten Registration” or “ Underwritten Offering” shall mean a registration in which
Registrable Securities are sold to an Underwriter for reoffering to the public.


 


2.               Registration Under the 1933
Act. 


 


(a) To the extent not
prohibited by any applicable law or applicable interpretation of the staff of
the SEC, the Company and the Guarantors shall use their best efforts to cause
to be filed an Exchange Offer Registration Statement covering the offer by the
Company and the Guarantors to the Holders to exchange all of the Registrable
Securities for Exchange Securities (the “Exchange
Offer”) and to have such Registration Statement remain effective
until the closing of the Exchange Offer. The Company and the Guarantors shall
commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use their best efforts to
have the Exchange Offer consummated not later than 60 days after such effective
date. The Company and the Guarantors shall commence the Exchange Offer by
mailing the related exchange offer Prospectus and accompanying


 


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documents to each Holder stating, in addition to
such other disclosures as are required by applicable law:


 


(i)   that the Exchange Offer is being made
pursuant to this Registration Rights Agreement and that all Registrable
Securities validly tendered will be accepted for exchange;


 


(ii)   the dates of acceptance for exchange (which
shall be a period of at least 20 business days from the date such notice is
mailed) (the “Exchange Dates”);


 


(iii)   that any Registrable Security not tendered
will remain outstanding and continue to accrue interest, but will not retain
any rights under this Registration Rights Agreement;


 


(iv)   that Holders electing to have a Registrable
Security exchanged pursuant to the Exchange Offer will be required to surrender
such Registrable Security, together with. the enclosed letters of transmittal,
to the institution and at the address (located in the Borough of Manhattan, The
City of New York) specified in the notice prior to the close of business on the
last Exchange Date; and


 


(v)   that Holders will be entitled to withdraw
their election, not later than the close of business on the last Exchange Date,
by sending to the institution and at the address (located in the Borough of
Manhattan, The City of New York) specified in the notice a telegram, telex,
facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing his election to have such Securities
exchanged.


 


As soon as practicable after the last Exchange Date,
the Company and the Guarantors shall: 


 


(i)   accept for exchange Registrable Securities or
portions thereof tendered and not validly withdrawn pursuant to the Exchange
Offer; and


 


(ii)   deliver, or cause to be delivered, to the
Trustee for cancellation all Registrable Securities or portions thereof so
accepted for exchange by the Company and the Guarantors and issue, and cause
the Trustee to promptly authenticate and mail to each Holder, an Exchange
Security equal in principal amount to


 


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the principal amount of the Registrable Securities
surrendered by such Holder.


 


The Company and the Guarantors shall use their best
efforts to complete the Exchange Offer as provided above and shall comply with
the applicable requirements of the 1933 Act, the 1934 Act and other applicable
laws and regulations in connection with the Exchange Offer. The Exchange Offer
shall not be subject to any conditions, other than that the Exchange Offer does
not violate applicable law or any applicable interpretation of the staff of the
SEC. Upon the Placement Agents’ request, the Company and the Guarantors shall
inform the Placement Agents of the names and addresses of the Holders to
whom the Exchange Offer is made, and the Placement Agents shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.


 


(b)   In the event that (i) the Company and
the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above
is not available or may not be consummated as soon as practicable after
the last Exchange Date because it would violate applicable law or the applicable
interpretations of the staff of the SEC, (ii) the Exchange Offer is not
for any other reason consummated on or prior to June 30, 2006 or (iii) the
Exchange Offer has been completed and in the opinion of counsel for the
Placement Agents a Registration Statement must be filed and a Prospectus must
be delivered by the Placement Agents in connection with any offering or sale of
Registrable Securities, the Company and the Guarantors shall use their best
efforts to cause to be filed as soon as practicable after such determination,
date or notice of such opinion of counsel is given to the Company and the
Guarantors, as the case may be, a Shelf Registration Statement providing
for the sale by the Holders of all of the Registrable Securities, or the offer
and sale of the Registrable Securities by the Placement Agents, as the case may be,
and to have such Shelf Registration Statement declared effective by the SEC. In
the event the Company and the Guarantors are required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause
2(b)(iii) of the preceding sentence, the Company and the Guarantors shall
use their best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer
Registration Statement) with respect to offers and sales of Registrable
Securities held by the Placement Agents after completion of the Exchange Offer.
The Company and the Guarantors agree to use their best efforts to keep the
Shelf Registration Statement continuously effective until the later of (A) in
the opinion of counsel for the Placement Agents, no Prospectus must be
delivered by such Placement Agents in


 


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connection with the offering and sale of such
registrable securities and (B) the earlier of (1) the expiration of
the time period referred to in Rule 144(k) after the Closing Date or (2) all
of the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement. Upon request, the
Company and the Guarantors further agree to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company and the Guarantors
for such Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder For shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use their
best efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as thereafter practicable. The
Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC. 


 


(c)   The Company and the Guarantors shall pay all
Registration Expenses in connection with the registration pursuant to Section 2(a) and
Section 2(b). Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement.


 


(d)   An Exchange Offer Registration Statement
pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have become effective
during the period of such interference until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume. In
the event the Exchange Offer is not consummated and a Shelf Registration
Statement is not declared effective on or prior to June 30, 2006, the
interest rate on the Securities will be increased by 0.25% per annum and, the
amount of such additional interest will increase by an additional 0.25% for
each subsequent 90-day period, up to a maximum of 1.0% over the interest rate
on the Securities as determined in accordance with Section 4.1 of the
Indenture, until the Exchange Offer is consummated or a Shelf Registration
Statement is declared effective by the SEC. 


 


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(e)   Without limiting the remedies available to
the Placement Agents and the Holders, the Company and the Guarantors
acknowledge that any failure by the Company and the Guarantors to comply with
their obligations under Section 2(a) and Section 2(b) hereof
may result in material irreparable injury to the Placement Agents or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Placement Agents or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.



 


3.  Registration Procedures.


 


In connection with the
obligations of the Company and the Guarantors with respect to the Registration
Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company and the Guarantors shall as expeditiously as possible:


 


(a)   prepare and file with the SEC a Registration
Statement on the appropriate form under the 1933 Act, which form (i) shall
be selected by the Company and the Guarantors and (ii) shall, in the case
of a Shelf Registration, be available for the sale of the Registrable
Securities by the selling Holders thereof and (iii) shall comply as to form in
all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith, and
use their best efforts to cause such Registration Statement to become effective
and remain effective in accordance with Section 2 hereof; 


 


(b)   prepare and file with the SEC such amendments
and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable
period and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under
the 1933 Act; to keep each Prospectus current during the period described under
Section 4(3) and Rule 174 under the 1933 Act that is applicable
to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities; 


 


(c)   in the case of a Shelf Registration, furnish
to each Holder of Registrable Securities, to counsel for the Placement Agents,
to counsel for the Holders and to each Underwriter of an Underwritten Offering
of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or Underwriter may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities; and the Company and


 


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the Guarantors consent to the use of such Prospectus
and any amendment or supplement thereto in accordance with applicable law by
each of the selling Holders of Registrable Securities and any such Underwriters
in connection with the offering and sale of the Registrable Securities covered
by and in the manner described in such Prospectus or any amendment or
supplement thereto in accordance with applicable law;


 


(d)   use their best efforts to register or qualify
the Registrable Securities under all applicable state securities or “blue sky”
laws of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. and do any and
all other acts and things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition in each such jurisdiction
of such Registrable Securities owned by such Holder; provided, however,
that the Company and the Guarantors shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (ii) file
any general consent to service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not so subject;


 


(e)   in the case of a Shelf Registration, notify
each Holder of Registrable Securities, counsel for the Holders and counsel for
the Placement Agents promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (i) when a Registration Statement has
become effective and when any post-effective amendment thereto has been filed
and becomes effective, (ii) of any request by the SEC or any state
securities authority for amendments and supplements to a Registration Statement
and Prospectus or for additional information after the Registration Statement
has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company and the Guarantors contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects
or if the Company and the Guarantors receive any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose, (v) of
the happening of any event during the period a Shelf Registration Statement is
effective which makes any statement made in such Registration Statement


 


9

















 


or the related Prospectus untrue in any material
respect or which requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (vi) of any determination by the Company and the Guarantors that a
post-effective amendment to a Registration Statement would be appropriate; 


 


(f)   make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of a Registration
Statement at the earliest possible moment and provide immediate notice to each
Holder of the withdrawal of any such order;


 


(g)   in the case of a Shelf Registration, upon
request, furnish to each Holder of Registrable Securities, without charge, at
least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);


 


(h)   in the case of a Shelf Registration,
cooperate with the selling Holders of Registrable Securities to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the selling
Holders may reasonably request at least two business days prior to the
closing of any sale of Registrable Securities; 


 


(i)   in the case of a Shelf Registration, upon the
occurrence of any event contemplated by Section 3(e)(v) hereof, use
their reasonable best efforts to prepare and file with the SEC a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
The Company and the Guarantors agree to notify the Holders to suspend use of
the Prospectus as promptly as practicable after the occurrence of such an
event, and the Holders hereby agree to suspend use of the Prospectus until the
Company and the Guarantors have amended or supplemented the Prospectus to
correct such misstatement or omission; 


 


(j)  a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or any document which is
to be 


 


10

















 


incorporated by reference into a Registration
Statement or a Prospectus after initial filing of a Registration Statement,
provide copies of such document to the Placement Agents and their counsel (and,
in the case of a Shelf Registration Statement, the Holders and their counsel)
and make such of the representatives of the Company and the Guarantors as shall
be reasonably requested by the Placement Agents or their counsel (and, in the
case of a Shelf Registration Statement, the Holders or their counsel) available
for discussion of such document, and shall not at any time file or make any
amendment to the Registration Statement, any Prospectus or any amendment of or
supplement to a Registration Statement or a Prospectus or any document which is
to be incorporated by reference into a Registration Statement or a Prospectus,
of which the Placement Agents and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) shall not have
previously been advised and furnished a copy or to which the Placement Agents
or their counsel (and, in the case of a Shelf Registration Statement, the
Holders or their counsel) shall object, except for any amendment or supplement
or document (a copy of which has been previously furnished to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders and their counsel)) which counsel to the Company shall
advise the Company in writing is required in order to comply with applicable
law; 


 


(k)  obtain a CUSIP number for all Exchange
Securities or Registrable Securities, as the case may be, not later than
the effective date of a Registration Statement;


 


(l)  cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended (the “TIA”),
in connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the TIA and
execute, and use their best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms
and documents required to be filed with the SEC to enable the Indenture to be
so qualified in a timely manner; 


 


(m)  in the case of a Shelf Registration, upon
reasonable request, make available for inspection by a representative of the
Holders of the Registrable Securities, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and
accountants designated by the Holders, at reasonable times and in a reasonable
manner, all financial and other records, pertinent documents and properties of
the Company and the Guarantors, and cause the respective officers, directors
and employees of the Company and the


 


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Guarantors to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement;


 


(n)  use their best efforts to cause all Exchange
Securities to be listed on any securities exchange or any automated quotation
system on which the Registrable Securities are then listed if requested by the
Majority Holders, to the extent such Exchange Securities satisfy applicable
listing requirements;


 


(o)  use its reasonable best efforts to cause any
nationally recognized statistical rating organization (as such term is defined
in Rule 436(g)(2) under the 1933 Act) that rates the Registrable
Securities as of the Closing Date to continue to rate such Securities or the
Exchange Securities for so long as such Exchange Securities or Registrable
Securities, as the case may be, remain outstanding;


 


(p)  if reasonably requested by any Holder of
Registrable Securities covered by a Registration Statement, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such
information with respect to such Holder as such Holder reasonably requests to
be included therein and (ii) make all required filings of such Prospectus
supplement or such post- effective amendment as soon as the Company and the
Guarantors have received notification of the matters to be incorporated in such
filing; and 


 


(q)  in the case of a Shelf Registration, enter
into such customary agreements and take all such other actions in connection
therewith (including those requested by the Holders of a majority of the
Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible,
make such representations and warranties to the Holders and any Underwriters of
such Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in underwritten offerings, (iii) obtain
“cold comfort” letters from the independent certified public


 


12

















 


accountants of the Company and the Guarantors (and,
if necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company and the Guarantors for
which financial statements and financial data are or are required to be included
in the Registration Statement) addressed to each selling Holder and Underwriter
of Registrable Securities, such letters to be in customary form and
covering matters of the type customarily covered in “cold comfort” letters in
connection with underwritten offerings, and (iv) deliver such documents
and certificates as maybe reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause 3(q)(i) above and to evidence
compliance with any customary conditions contained in an underwriting
agreement.


 


No Holder of Registrable
Securities may include any of its Registrable Securities in the Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company and the Guarantors in writing, within 14 days after
receipt of the request therefor, the information specified in Item 507 or 508
of Regulation S-K, as applicable, of the Act for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein.


 


In the case of a Shelf Registration
Statement, each Holder agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in Section 3(e)(v) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(i) hereof,
and, if so directed by the Company and the Guarantors, such Holder will deliver
to the Company and the Guarantors (at their expense) all copies in its
possession, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company and the Guarantors shall give any such
notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company and the Guarantors shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including
the date of the giving of such notice to and including the date when the
Holders shall have received copies of the supplemented or amended Prospectus
necessary to resume such dispositions. Any such suspensions may not exceed
90 days in any 365-day period.


 


13

















 


The Holders of Registrable
Securities covered by a Shelf Registration Statement who desire to do so may sell
such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment banker or investment bankers and manager
or managers (the “Underwriters”)
that will administer the offering will be selected by the Majority Holders of
the Registrable Securities included in such offering and will be limited to one
or more of Morgan Stanley, J.P. Morgan Securities Inc., Banc of America
Securities LLC and Bear, Stearns & Co. Inc. (or any of their
affiliates or successors).


 


4.  Participation of
Broker-Dealers in Exchange Offer. 


 


(a)   The staff of the SEC has taken the position
that any broker-dealer that receives Exchange Securities for its own account in
the Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be
deemed to be an “underwriter” within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.


 


The Company and the
Guarantors understand that it is the staff’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker- Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts,
so long as the Prospectus otherwise meets the requirements of the 1933 Act. 


 


(b)   in light of the above, notwithstanding the other provisions of this
Agreement, the Company and the Guarantors agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an
Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be reasonably requested by the Placement
Agents or by one or more Participating Broker-Dealers, in each case as provided
in clause 4(b)(ii) below, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the staff recited in Section 4(a) above;
provided that:


 


(i)   the Company and the Guarantors shall not be
required to amend or supplement the Prospectus contained in the Exchange Offer
Registration Statement, as would otherwise be


 


14

















 


contemplated by Section 3(i), for a period
exceeding 60 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this
Agreement) and Participating Broker-Dealers shall not be authorized by the
Company and the Guarantors to deliver and shall not deliver such Prospectus
after such period in connection with the resales contemplated by this Section 4;
and


 


(ii)   the application of the Shelf Registration procedures set forth in Section 3
of this Agreement to an Exchange Offer Registration, to the extent not required
by the positions of the Staff of the SEC or the 1933 Act and the rules and
regulations thereunder, will be in conformity with the reasonable request in
writing to the Company by the Placement Agents or with the reasonable request
in writing to the Company by one or more broker-dealers who certify to the
Placement Agents, the Company in writing that they anticipate that they will be
Participating Broker-Dealers; and provided 
further that, in connection with
such application of the Shelf Registration procedures set forth in Section 3
to an Exchange Offer Registration, the Company and the Guarantors shall be
obligated (A) to deal only with one entity representing the Participating
Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated
unless it elects not to act as such representative, (B) to pay the fees
and expenses of only one counsel representing the Participating Broker-Dealers,
which shall be counsel to the Placement Agents unless such counsel elects not
to so act and (C) to cause to be delivered only one, if any, “cold comfort”
letter with respect to the Prospectus in the form existing on the last
Exchange Date and with respect to each subsequent amendment or supplement, if
any, effected during the period specified in clause 4(b)(i) above.


 


(c)   The Placement Agents shall have no liability
to the Company, any Guarantor or any Holder with respect to any request that it
may make pursuant to Section 4(b) above.


 


5.  Indemnification and
Contribution. 


 


(a)   The Company and each Guarantor agrees jointly
and severally to indemnify and hold harmless the Placement Agents, each Holder
and each Person, if any, who controls any Placement Agent or any Holder within
the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, or is under common control with, or is controlled by, any Placement
Agent or any Holder, from and against all losses, claims, 


 


15

















 


damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by the Placement
Agents, any Holder or any such controlling or affiliated Person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company and the
Guarantors shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the
Placement Agents or any Holder furnished to the Company in writing by Morgan
Stanley & Co. Incorporated or any selling Holder expressly for use
therein; provided, however, that
the foregoing indemnity agreement with respect to any Prospectus shall not
inure to the benefit of any Holder or Placement Agent from whom the person
asserting any such losses, claims, damages or liabilities purchased Securities,
or any person controlling such Holder or Placement Agent, if a copy of the
final Prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent or given by or on
behalf of such Holder or Placement Agent to such person, if required by law so
to have been delivered, at or prior to the written confirmation of the sale of
the Securities to such person, and if the final Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 3(c) hereof. In connection with any
Underwritten Offering permitted by Section 3, the Company and each
Guarantor will also jointly and severally indemnify the Underwriters, if any,
selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.


 


16

















 


(b)   Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors, the
Placement Agents and the other selling Holders, and. each of their respective
directors, officers who sign the Registration Statement and each Person, if
any, who controls the Company or the Guarantors, any Placement Agent and any
other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company and the Guarantors to the Placement Agents and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).


 


(c)   In case any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either paragraph 5(a) or
paragraph 5(b) above, such Person (the “indemnified
party”) shall promptly notify the Person against whom such indemnity
may be sought (the “indemnifying party”)
in writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may designate
in such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for (A) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for the Placement Agents and all Persons, if any, who control any
Placement Agent within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, (B) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Company, the
Guarantors, their respective directors, and officers who sign the Registration
Statement and each Person, if any, who controls the Company or the Guarantors
within the meaning of either such Section and (C) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all Persons, if any, who control any Holders


 


17

















 


within the meaning of either such Section, and that
all such fees and expenses shall be reimbursed as they are incurred. In such
case involving the Placement Agents and Persons who control the Placement
Agents, such firm shall be designated in writing by Morgan Stanley &
Co. Incorporated. In such case involving the Holders and such Persons who
control Holders, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which such indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.


 


(d)   If the indemnification provided for in
paragraph 5(a) or paragraph 5(b) is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or liabilities,
then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company, the Guarantors and the Holders shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Guarantors, or by the
Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders’
respective obligations to contribute pursuant to this Section 5(d) are
several in proportion to the respective principal amount of Registrable
Securities of such Holder that were registered pursuant to a Registration
Statement.


 


(e)   The Company, the Guarantors and each Holder
agree that it would not be just or equitable if contribution pursuant to this Section 5
were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations


 


18

















 


referred to in paragraph 5(d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in paragraph 5(d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5
are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.


 


The indemnity and
contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of the Placement
Agents, any Holder or any Person controlling any Placement Agent or any Holder,
or by or on behalf of the Company, the Guarantors, their respective officers or
directors or any Person controlling the Company or the Guarantors, (iii) acceptance
of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.


 


6.  Miscellaneous. 


 


(a)   No Inconsistent Agreements. The Company and the Guarantors have not
entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of the Company’s or the Guarantors’ other issued and outstanding
securities under any such agreements.


 


(b)   Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not
be given unless the Company and the Guarantors have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding


 


19

















 


Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided,
however, that no amendment,
modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder.


 


(c)   Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 6(c), which address
initially is, with respect to the Placement Agents, the address set forth in
the Placement Agreement; and (ii) if to the Company and the Guarantors,
initially at the Company’s address set forth in the Placement Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).


 


All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five business days after being deposited in
the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and on the next business day if timely
delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices,
demands, or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture. 


 


(d) Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without
the need for an express assignment, subsequent Holders; provided  that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Placement Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The
Placement Agents (in their capacity as Placement Agents) shall have no
liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


20

















 


(e) Purchases and Sales of Securities. The
Company and the Guarantors shall not purchase and then resell or otherwise
transfer any Securities.


 


(f)   Third-Party Beneficiary. The Holders shall be third-party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Placement Agents, on the other hand, and
shall have the right to enforce such agreements directly to the extent they
deem such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder.


 


(g)   Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


(h)   Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)   Governing Law. This Agreement shall be governed by the laws
of the State of New York.


 


(j)  Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


[Signatures follow.]


 


21

















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above. 


 


	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
    HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Brennan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William J. Brennan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AVENTINE RENEWABLE ENERGY, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Brennan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William J. Brennan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AVENTINE RENEWABLE ENERGY, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Brennan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William J. Brennan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  



 


Registration Rights Agreement Signature Page


 

















 


	
  Confirmed and accepted as of

  
	
  the date first written:

  
	
   

  
	
  MORGAN STANLEY & CO. INCORPORATED

  
	
  J.P. MORGAN SECURITIES INC.

  
	
  BANC OF AMERICA SECURITIES LLC

  
	
  BEAR, STEARNS & CO. INC

  
	
   

  
	
  By:

  	
  MORGAN STANLEY & CO.

  
	
   

  	
  INCORPORATED  .

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Trevor R. Burgess

  	
   

  
	
   

  	
  Name:

  	
  Trevor R. Burgess

  	
   

  
	
   

  	
  Title:

  	
  Executive Director

  	
   

  



 


 


Registration Rights Agreement Signature Page